UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2025

Newbury Street Acquisition Corporation

(Exact Name of Registrant as Specified in Charter)

(617) 893-3057

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation, a Delaware Corporation (the “Company” or “Purchaser”), entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger dated May 15, 2023 (the “First Amendment”), by the Second Amendment to the Agreement and Plan of Merger dated July 21, 2023 (the “Second Amendment”), and by the Third Amendment to the Agreement and Plan of Merger dated February 26, 2024 (the “Third Amendment,” the “Merger Agreement”)) by and among (i) the Purchaser, (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (“Infinite Reality” or the “Target”).

As previously disclosed, on December 19, 2024, Purchaser Parties and Target entered into a Mutual Termination Agreement effective as of such date (the “Mutual Termination Agreement”) pursuant to which they terminated the Merger Agreement. Pursuant to the Mutual Termination Agreement, the Target will make a cash payment to the Purchaser in the amount of $7,000,000 no later than March 1, 2025 (“Termination Fee”).

Item 8.01 Other Events.

The Company did not receive the Termination Fee from Infinite Reality by March 1, 2025, as required by the Mutual Termination Agreement. The Company has contacted Infinite Reality regarding the payment of the Termination Fee.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 6, 2025

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